Fiona is a dual-qualified English and Western Australian corporate/commercial lawyer. Having spent eight years working in London and a number of years working in Perth, Fiona has broad experience advising both private and publicly listed companies on M&A transactions, joint ventures, farm-in arrangements, royalties, fundraisings, project and procurement contracts and general corporate advice.

    Award Mouse thought multimedia interface book medal screen monitor

    Acquisitions, Disposals and Capital Raisings

    • Advising ASX-listed Amani Gold Limited on a US$25 million capital raising with a Hong Kong company, Luck Winner Investment Limited, involving a staged subscription for shares and options.
    • Advising ASX-listed Manas Resources Limited on the US$10 million sale of its Kyrgyz mineral assets by way of a share sale to a Chinese state-owned enterprise, Guizhou Geological and Mineral Resources Development Company Limited, and Tiandi International Mining Co. Limited.
    • Advising Manas Resources Limited on the acquisition of the Victoria Gold Project in Tanzania by way of an asset acquisition for a staged consideration of US$1.8 million and the issue of US$2 million shares.
    • Advising an international engineering company on the disposal of its Thai contracting subsidiary.
    • Advising an international engineering company on its share acquisition of companies that provide completion, commissioning and other services to the resource sector.
    • Representing Breakaway Resources in the sale of its Scotia project to Minotaur Exploration Ltd, including a release of claw-back and pre-emptive rights arrangements with Norilsk Nickel Australia.
    • Representing Breakaway Resources in its strategic farm-in and joint venture with Sandfire Resources, including a share subscription.
    • Representing Pioneer Resources Limited in its exchange of rights agreement with Xstrata Nickel Australasia Pty Ltd.
    • Representing Pioneer Resources Limited in its acquisition of 100% of the Golden Ridge tenements from Blair Nickel Mine Pty Ltd.
    • Advising Galaxy Resources Limited on its merger with Canada’s Lithium One Inc.
    • Representing a confidential Chinese investor in the proposed acquisition of the mining assets of Kagara Limited (in liquidation).
    • Representing McArthurGlen Designer Outlets in the construction, management and sale of a number of outlet malls throughout Europe, including a simultaneous sale of five outlet malls to Henderson Global Investors’ €1.4 billion Outlet Mall Fund.
    • Representing Reform Acquisitions Limited in its recommended takeover offer for Aston Villa plc football club.
    • Counseling NPI Ventures Limited (the former private equity arm of Citigroup) on the acquisition of interests in various companies spun out from London’s Imperial College.
    • Representing Armour Group Plc (AIM listed) in the acquisition of various companies operating in the consumer electronics market, including drafting and negotiating various share sale agreements and articles of association and supervising due diligence.
    • Advising Veolia Transport UK Limited on the acquisition of Shamrock Travel Limited, the recommended cash offer for Dunn-Line plc, and the sale of Veolia Transport’s London bus business to National Express Group plc.
    • Advising CSX World Terminals Asia Limited on the strategic sale of shares in two Russian companies, including advice on fiduciary and directors’ duties.
    • Involved in various sales and acquisitions in the UK particularly for US investors, including negotiating the sale of shares of a bicycle storage company to Brompton Bicycles and the transfer of associated IP; and negotiating the acquisition of In2Games Limited, a UK gaming company, for Performance Designed Products LLC.
    • Counseling Kraft Foods in relation to a substantial review of its takeover in 2000 of Nabisco and providing strategic advice relating to brand use and ownership.

    Joint Ventures and Farm-ins

    • Advising AXF Vanadium Pty Ltd on a mining farm-in and joint venture agreement with Intermin Resources Limited, pursuant to which it is given the right to acquire up to a 75% interest in Queensland mining tenements for US$6 million.
    • Advising Terrace Mining Pty Ltd, a subsidiary of ASX-listed Torrens Mining Ltd, on its farm-in and joint venture agreement with ASX-listed Gindalbie Metals Ltd, pursuant to which Gindalbie could earn up to a 75% interest in certain tenements for US$8.12 million.
    • Advising Limetree Capital Pty Ltd and Ron Farris in relation to a shareholders agreement and development agreement for a substantial land holding at Preston Beach, Western Australia, and advice regarding a consultancy arrangement with a prominent property developer.
    • Advising Plan Stan Investments Pty Ltd in relation to a unitholders agreement for the Mikhaburra Unit Trust.
    • Advising Galaxy Resources Limited on its development of the Sal de Vida brine project in Argentina with Korean joint venture partners.
    • Advising a large nickel producer on its rights in connection with the Lake King Joint Venture.
    • Representing Booz Allen Hamilton in all aspects of a strategic alliance with founders of a leadership management business, including advice on corporate vehicles and negotiating a strategic alliance agreement. Subsequent advice regarding removing founders and restructuring shares including a formal share buy-back and, finally, a winding up of the company.
    • Representing NPI Ventures Limited on a strategic partnership with Biofusion plc creating a fund for investments in spin-out companies from the universities of Sheffield and Cardiff.
    • Representing BHP Billiton in connection with a joint venture for the development of Mining Area C, including preparing agreements for the mining, crushing, storing and transportation of iron ore.

    Commercial Agreements

    • Advising Marine pilots in three separate WA ports regarding renegotiation of port pilotage contracts and corporate governance advice.
    • Assisting various resources companies in connection with royalty agreements and access arrangements involving WA mining tenements.
    • Assisting Phoenix Gold, Western Areas, Bright People Technologies and others in connection with a variety of commercial contracts, for example, services agreements, drilling agreements, ore sale agreements and ore haulage agreements.
    • Counseling a risk engineering company on a variety of risk engineering contracts with entities such as Woodside, Santos and Chevron.
    • Advising McArthurGlen on developing and managing various fashion retail outlets at airports across Europe, including drafting and negotiating concession agreements.

    Oil and Gas, Electricity and Infrastructure

    • Representing Tokyo Gas in connection with a transitional marketing arrangement at the Pluto LNG facility.
    • Assisting TransAlta Australia, the power generator and wholesale marketer of electricity, in connection with a variety of contractual matters.
    • Advising Western Power on a major power procurement project.
    • Advising the government of Western Australia on the privatization of Westrail freight.

    Finance and Insolvency

    • Advising NANA Development Corporation in connection with a voluntary winding up of its Australia subsidiary.
    • Advising various mining services providers on their rights and obligations in connection with the Personal Property Securities Act.
    • Advising various entities in relation to convertible loan facility agreements.
    • Representing Spectrum Power General Limited on the restructuring of the largest privately owned power station in India, including negotiating facility and warrant agreements.
    • Representing the government of Israel on various euro-bond offerings.
    • Advising a large pharmaceutical company on a bridge loan for funding between a Series B funding round and a Series C funding round, including advice on complex pre-emption rights.
    • Representing a mobile phone data company in a capital raising, including supervising prospectus preparation and approval by the UK FSA.
    • Assisting McArthurGlen Designer Outlets to arrange and document all intra-group financing and assisting with third-party financing.
    • Providing a New York-based hedge fund with advice regarding FSA authorizations, European disclosure requirements and ongoing advice regarding reporting requirements for various short positions.

    Corporate Governance and Corporate Advisory

    • Assisting various companies in relation to terms and conditions of business and accompanying policies, such as privacy policies.
    • Assisting various companies, including Brookfield, in relation to applications under the Foreign Acquisitions and Takeovers Act 1975.
    • Assisting various companies with various compliance matters, including directors’ duties and company meetings.
    • Representing McArthurGlen Designer Outlets in a quasi in-house role to manage European local counsel and accountants on a daily basis, assist with project finance for new developments and arrange and run monthly board meetings in Luxembourg.
    • Representing Diptyque, Urban Outfitters and Space NK on a variety of general corporate matters, including compliance with UK corporate laws and corporate governance issues and drafting and negotiating distribution agreements, settlement agreements and joint venture agreements.

    Education

    • Australian Institute of Company Directors, Company Directors Course, 2014
    • Securities Institute of Australia, GradDipAppFin, 2001
    • Murdoch University, LL.B., (Honours), 1998
    • Murdoch University, Bachelor of Commerce, 1998

    Admissions

    • England and Wales, 2004
    • Supreme Court of Western Australia, 2000
    Award Mouse thought multimedia interface book medal screen monitor